"Agreement" means this Partnership Agreement and any written changes to it signed by all Partners.

"Business" means the business activities described in the section on Purpose and Name of the Partnership, and any other activities the Partners approve in writing.

"Capital Account" means the separate record kept for each Partner. It shows that Partner's Cash Contributions, plus that Partner's share of Net Profits, minus that Partner's share of Net Losses and any money paid out to that Partner.

"Cash Contribution" means the money a Partner pays into the Partnership under the section on Cash Contributions. It includes both the initial amount and any additional amounts approved by all Partners.

"Partnership Interest" means a Partner's full ownership stake in the Partnership. This includes that Partner's Capital Account, share of profits and losses, right to receive distributions, and right to take part in decisions.

"Net Profits" and "Net Losses" mean the Partnership's income minus its expenses for a Fiscal Year. They are calculated using the accounting method the Partners have agreed on and applied consistently.

"Fiscal Year" means the Partnership's accounting year, which runs from [start date] to [end date] each year.

"Independent Appraiser" means a qualified business valuation professional who has no current or past business, family, or financial relationship with any Partner. This person or firm is chosen under the section on Leaving the Partnership and Buyout.

"Withdrawal Event" means any event that ends a Partner's membership in the Partnership, as listed in the section on Leaving the Partnership and Buyout.

The Partners form a general partnership under the name "[Partnership Name]" (the "Partnership"). The Partnership will do business only under this name or another name approved by all Partners.

The purpose of the Partnership is to [describe the Business]. The Partnership may also do anything reasonably needed to carry out this purpose.

The Partnership's main place of business is [Principal Place of Business Address]. The Partners may change it, or open other locations, by unanimous decision.

The Partnership starts on the Effective Date. It continues until it ends under the section on Ending the Partnership.

The First Partner will promptly file any business name registrations, licenses, or other filings needed to operate the Business. The Partnership will pay the filing costs.

All property bought with Partnership money, or for the Business, belongs to the Partnership and not to any individual Partner. It must be held and used only for the Business.

The Partnership name, and any logos, websites, domain names, and goodwill connected to it, are Partnership property. No Partner may use them for any other purpose.

Each Partner will give the Business the time, attention, and skill reasonably needed for its success. The minimum time commitment for each Partner is [number of hours per week or description of commitment].

The First Partner will be responsible for [First Partner's main areas of responsibility, e.g., finance, banking, and bookkeeping]. The Second Partner will be responsible for [Second Partner's main areas of responsibility, e.g., operations, sales, and customer relations]. The Partners may change these roles by unanimous decision.

The First Partner will keep complete and accurate books and records of the Partnership at the main place of business. Each Partner may inspect and copy these records during normal business hours after giving reasonable notice.

Each Partner must act honestly and in good faith toward the Partnership and the other Partner. Each Partner must put the Partnership's interests ahead of personal interests in all Partnership matters.

While a Partner remains a Partner, that Partner may not own, run, work for, or help any business that competes with the Business, directly or indirectly. This restriction ends on the date the Partner stops being a Partner.

No Partner may use Partnership money, property, or business opportunities for personal benefit. Each Partner must offer to the Partnership any business opportunity that falls within the Business before taking it personally.

Each Partner will keep the Partnership's non-public information confidential, both during the partnership and after leaving it. This includes customer lists, pricing, finances, and business plans. This duty does not apply to information that becomes public through no fault of the Partner, or that must be disclosed by law.

A Partner who causes loss to the Partnership through fraud, willful misconduct, gross negligence, or a breach of this Agreement must repay the Partnership for that loss.

Each Partner will make an initial Cash Contribution of [amount] [currency]. Each Partner must pay this amount into the Partnership bank account no later than [date or number of days after the Effective Date].

The Partnership bank account will be opened at [bank name] in the name of the Partnership. The First Partner will be an authorized signatory. Any payment above [amount] [currency] requires the approval of both Partners.

No Partner must make any additional Cash Contribution unless all Partners agree in writing. If additional money is approved, each Partner will contribute an equal amount by the agreed date.

If a Partner fails to pay a required Cash Contribution on time, the other Partner may give written notice. If the amount is still unpaid [number] days after that notice, the other Partner may choose one of two options. The first option is to lend the missing amount to the Partnership; that loan will be repaid with interest at [interest rate]% per year before any distributions are made to the non-paying Partner. The second option is to treat the failure as a Withdrawal Event for the non-paying Partner.

A Partner will not earn interest on its Cash Contributions or its Capital Account.

A Partner may not withdraw any part of its Cash Contribution or Capital Account unless all Partners agree or this Agreement allows it.

A Partner may lend money to the Partnership with the consent of the other Partner. A loan is not a Cash Contribution and does not change any Partner's share of profits or losses. The Partnership will repay the loan on the agreed terms before making any distributions to the Partners.

The Partners will share all Net Profits and Net Losses equally, 50% each.

Net Profits and Net Losses will be calculated at the end of each Fiscal Year. They will be recorded in each Partner's Capital Account within [number] days after the Fiscal Year ends.

The Partnership will distribute available cash to the Partners in equal shares [quarterly / annually / at other agreed intervals]. Before any distribution, the Partnership will keep a reserve that the Partners agree is reasonable for operating costs, debts, and planned expenses. The reserve may not be less than [amount or percentage].

Each year, the Partnership will try to distribute enough cash to each Partner to cover the taxes that Partner owes on its share of Partnership income. This does not apply if doing so would leave the Partnership unable to pay its debts as they come due.

No Partner is entitled to a salary, fee, or other payment for working for the Partnership unless all Partners agree in writing.

The Partnership will repay each Partner for reasonable business expenses paid on behalf of the Partnership. The Partner must have paid them in line with this Agreement and must provide receipts within [number] days.

The First Partner will prepare annual financial statements and give a copy to each Partner within [number] days after each Fiscal Year ends. The First Partner will also take care of any Partnership tax filings. Each Partner is responsible for its own taxes on its share of Partnership income.

The Partnership will end and be wound up on the earliest of the following: all Partners agree in writing to end it; the Partnership has only one Partner left and no new Partner is admitted within [number] days; the Business becomes unlawful; or a court orders the Partnership to end.

A Withdrawal Event does not end the Partnership if the remaining Partner chooses to buy out the leaving Partner and continue the Business. The remaining Partner must give written notice of this choice within [number] days after the Withdrawal Event. The buyout then follows the section on Leaving the Partnership and Buyout.

When the Partnership is wound up, the First Partner will manage the winding-up process unless the First Partner is the cause of the dissolution through its own breach. In that case, the Second Partner will manage it. The managing Partner will be repaid for reasonable winding-up costs.

During winding up, the Partnership will finish or close pending business, collect money owed to it, and sell its assets for a fair price. It will not start any new business.

Money from winding up will be used in this order: first, to pay winding-up costs and debts owed to outside creditors; second, to repay loans made by Partners; third, to pay each Partner the positive balance of its Capital Account; and fourth, to divide any remaining money equally between the Partners.

If a Partner's Capital Account is negative after all profits and losses are recorded, that Partner must pay the shortfall to the Partnership within [number] days after a written request.

Each Partner may offer to buy any Partnership asset during winding up. The First Partner has the first right to buy the Partnership name and goodwill at fair market value, as set by an Independent Appraiser.

After winding up is complete, the Partners will sign and file any documents needed to formally end the Partnership.

All Partnership decisions require the written or recorded agreement of all Partners.

Unanimous approval is especially required for the following: taking on debt; signing contracts worth more than [amount] [currency]; buying or selling major assets; hiring or firing employees; changing the Business; admitting a new Partner; and changing this Agreement.

To keep daily work moving, each Partner may make routine decisions within its own area of responsibility without a separate vote. This applies only if the decision costs no more than [amount] [currency] and follows an approved budget or plan. These decisions are treated as approved by all Partners.

The Partners will meet at least [monthly / quarterly] to review the Business. Either Partner may call an extra meeting by giving [number] days' notice. Meetings may be held in person, by phone, or by video.

Decisions may be made without a meeting if both Partners agree in writing, including by email.

In a real emergency where waiting would cause serious harm to the Partnership, either Partner may take reasonable action to protect it. That Partner must tell the other Partner as soon as possible. The action then needs to be confirmed by unanimous decision.

No Partner may bind the Partnership to any contract, debt, or obligation beyond its authority under this Agreement. A Partner who does so is personally responsible to the Partnership for any resulting loss.

If the Partners cannot agree on an important decision, the matter will be handled under the section on Governing Law and Dispute Resolution.

This Agreement is governed by the laws of [Governing Jurisdiction].

If a dispute arises about this Agreement or the Partnership, either Partner may send the other a written notice describing the problem. The Partners will then meet in good faith to try to resolve it within [30] days after the notice.

If the dispute is not resolved through negotiation, the Partners will try mediation with a neutral mediator. The mediator must be agreed on by both Partners within [number] days. If the Partners cannot agree, the mediator will be appointed by [mediation organization] in [city].

The mediation will take place in [city of First Partner's choice], unless the Partners agree otherwise. The Partners will share the mediator's fees equally. Each Partner will pay its own lawyers and other costs.

Everything said or shared during negotiation and mediation is confidential. It may not be used as evidence in any later court case.

If mediation does not resolve the dispute within [number] days after the mediator is appointed, either Partner may bring the matter before the courts of [court location]. Both Partners agree to the authority of those courts.

Nothing in this section stops a Partner from asking a court for urgent temporary relief to prevent serious harm. This includes misuse of Partnership money or confidential information.

While a dispute is being resolved, the Partners will keep carrying out their duties under this Agreement as far as reasonably possible.

A new partner may join the Partnership only with the written consent of all existing Partners.

The existing Partners will decide unanimously and in writing the terms of admission. These terms include the new partner's Cash Contribution, share of profits and losses, duties, and decision-making rights.

Before joining, a new partner must sign a written statement agreeing to be bound by this Agreement, along with any changes needed to reflect the new partner's admission.

A new partner is not personally responsible for Partnership debts that arose before joining, except to the extent of its Cash Contribution and interest in Partnership property.

No Partner may sell, give away, pledge, or otherwise transfer all or part of its Partnership Interest without the written consent of the other Partner. Any attempted transfer without consent has no effect.

If a Partner receives a genuine written offer from an outsider to buy its Partnership Interest, the other Partner has the first right to buy it on the same terms. The other Partner has [number] days after receiving a copy of the offer to accept. If the other Partner declines, the sale still requires unanimous consent under this section.

A Partner that is a business entity must tell the other Partner promptly of any change in who controls it. A change of control without the other Partner's written consent is a Withdrawal Event.

A Partner may leave the Partnership voluntarily by giving the other Partner at least [90] days' written notice.

Each of the following is a Withdrawal Event: voluntary withdrawal; bankruptcy or insolvency of a Partner; the dissolution or winding up of a Partner that is a business entity; a transfer of a Partnership Interest or change of control in breach of this Agreement; a payment failure treated as a Withdrawal Event under the section on Cash Contributions; and expulsion of a Partner. A Partner may be expelled by written notice from the other Partner for a serious breach of this Agreement, fraud, or willful misconduct that is not fixed within [number] days after written notice.

After a Withdrawal Event, the remaining Partner may buy the leaving Partner's entire Partnership Interest. The leaving Partner must sell it. The price is the fair market value of the Partnership Interest on the date of the Withdrawal Event.

Fair market value will be set by an Independent Appraiser. The remaining Partner will propose [three] qualified appraisers within [number] days after the Withdrawal Event, and the leaving Partner will choose one of them within [number] days. If the leaving Partner does not choose in time, the remaining Partner may choose. The appraiser's decision is final, except for obvious calculation errors. The Partnership will pay the appraiser's fees.

The buyout price will be paid as follows: [percentage]% at closing, and the rest in [number] equal [monthly / quarterly] payments. Interest on the unpaid balance will be [interest rate]% per year. The remaining Partner may pay the full amount early without penalty.

The buyout price will be reduced by any amounts the leaving Partner owes the Partnership. This includes unpaid Cash Contributions and losses caused by the leaving Partner's breach. If a Partner is expelled for fraud or willful misconduct, the price will also be reduced by [percentage]%. This reduction reflects the harm to the Partnership's goodwill.

Closing of the buyout will happen within [number] days after the appraiser's decision is delivered. At closing, the leaving Partner will sign all documents needed to transfer its Partnership Interest and will return all Partnership property and records.

The Partnership and the remaining Partner will take reasonable steps to release the leaving Partner from personal guarantees of Partnership debts. The remaining Partner will protect the leaving Partner against Partnership debts arising after the closing date. The leaving Partner remains responsible for its own breaches of this Agreement.

This Agreement is the entire agreement between the Partners about the Partnership. It replaces all earlier discussions and agreements on the same subject.

This Agreement may be changed only by a written document signed by all Partners.

Notices under this Agreement must be in writing. They may be delivered by hand, by courier, or by email to the addresses in the signature section, or to any new address a Partner gives by notice. A notice is received on the day of delivery, or on the next business day after an email is sent without a bounce-back message.

If any part of this Agreement is found invalid or unenforceable, the rest of it stays in effect. The invalid part will be adjusted to the minimum extent needed to make it enforceable.

If a Partner does not enforce a right under this Agreement, that Partner has not given up the right. A waiver counts only if it is in writing and signed by the Partner giving it.

This Agreement is binding on the Partners and their permitted successors. No Partner may assign its rights under this Agreement except as allowed in the section on Bringing in New Partners.

The duties on confidentiality, the buyout terms, the payment obligations, and dispute resolution continue after a Partner leaves or the Partnership ends.

This Agreement may be signed in separate copies, including by electronic signature. All copies together form one agreement.